Common use of Royalty Clause in Contracts

Royalty. LICENSEE shall pay MSK a [****] royalty on cumulative Net Sales up to [****], [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. [****] (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (v) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE shall pay MSK a [****] royalty on cumulative Net Sales up to [****], ] percent [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] royalty and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****]] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****] percent [****]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], ] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (viv) Annual minimum royalty royally payments, due at each anniversary of the Effective Date, starting ten five (105) years after the Effective Date, in the amount of fourty eighty thousand dollars ($40,00080,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (viv) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****], ] respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE In addition to the Base Supply Price, RELIANT shall pay MSK to PRONOVA for the supply of the API (including any API supplied by a [****] Third Party Manufacturer under Section 5.12(c) or 5.12(d)) for the Product and each Additional Product as a contingent supply price in the form of a royalty on cumulative Net Sales up to [****]fee. The royalty fee shall be as follows: (i) in respect of the license of the Patents hereunder, [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of percent ([****] royalty on cumulative ]%) of the Net Sales of Licensed Products or Licensed Services the Product until midnight of over the day of expiration of the last to expire of the Patents; and (ii) in respect of the license of the Product Know-How hereunder, [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. percent ([****] (i%) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration Net Sales of the Patent Rights Product during the term of this Agreement. The royalty fees for each Additional Product, based on the Net Sales for each such Additional Product, are set out in Schedule 7.2. The royalty fees for each Additional Product shall be reduced by based [****]. (ii) If ] in respect of the Licensed Products or Licensed Services are not license of Patents applicable thereto and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) If LICENSEE develops Other Products, ] in respect of the license of Product Know-How applicable thereto. The royalty rates above due fee for such Other Products and Additional Products shall be reduced by payable to PRONOVA on a semi-annual basis, so that the fee for the first six (6) months of each Commercialization Year is payable thirty (30) days after the end of this period, and the fee for the last six (6) [****]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, provided that this reduction an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA shall not apply if a reduction is taken under (i) immediately above. (iv) In have the event that LICENSEE or Sublicensees are legally required right to obtain any additional licenses from one or more third parties appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, determine whether Reliant has properly reported and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] of such third-party payments against accounted for any royalty payments that are due to MSK PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the same Contract Half-Year. (v) Annual minimum royalty payments, term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due at each anniversary of the Effective Date, starting ten (10) years after the Effective DatePRONOVA, in the amount aggregate, exceeds the greater of fourty thousand dollars ($40,000a) per Royalty YearUSD 50,000 and (b) seven and one-half percent (7.5%) of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments PRONOVA shall be nonrefundable but fully creditable against entitled to perform audits twice during the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully appliednext succeeding calendar year. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE (a) In consideration of the licenses granted by Jazz Pharmaceuticals hereunder, UCB shall pay MSK a [****] royalty on cumulative Net Sales up to [****], [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. [****]Jazz Pharmaceuticals quarterly royalties as follows: (i) On on each Product [ * ] in the Territory, [ * ]% of Net Sales of that Product by UCB and its Subdistributors in the Territory; and (ii) on each Product [ * ] in the Territory: (A) [ * ]% of Net Sales of such Products less than $[ * ] Dollars by UCB and its Subdistributors in the Territory in each Contract Year; (B) [ * ]% of Net Sales of such Products between $[ * ] Dollars and $[ * ] Dollars by UCB and its Subdistributors in the Territory in each Contract Year; and (C) [ * ]% of Net Sales of such Products equal to or greater than $[ * ] Dollars by UCB and its Subdistributors in the Territory in each Contract Year. (b) Notwithstanding the milestone payments set out in Section 4.3(a) above, in the event that (i) the Product is sold for the Fibromyalgia Licensed Indication by UCB using the same Trademark for the Product as for the Narcolepsy Licensed Indication in the Territory or (ii) there is sales leakage in the Territory between the Products covered by a Narcolepsy Trademark and the Products covered by an Other Licensed Trademark such that a Product is sold for a Licensed Indication not approved by the applicable Regulatory Authorities, UCB shall pay Jazz Pharmaceuticals the following quarterly royalties, in place of the quarterly royalties set out in Section 4.3(a), beginning with the quarter in which such First Commercial Sale of Product for the Fibromyalgia Indication occurs: (i) [ * ]% of Net Sales of the Product(s) less than $[ * ] Dollars by UCB and its Subdistributors in the Territory in each Contract Year; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKET BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (ii) [ * ]% of Net Sales of the Product(s) between $[ * ] Dollars and $[ * ] by UCB and its Subdistributors in the Territory in each Contract Year; and (iii) [ * ]% of Net Sales of the Product(s) equal to or greater than $[ * ] Dollars by UCB and its Subdistributors in the Territory in each Contract Year. (c) The royalty rates set forth above shall be reduced [ * ]% as of the date when UCB ceases to have the exclusive right in [ * ], enforceable against Third Parties, to promote, market and sell the Product in at least one Licensed Indication because of the expiration or termination in the Territory of Patent Rights and/or regulatory exclusivity based on that Product’s Orphan Drug Designation in the Territory. The royalty rate shall be further reduced [ * ]% for a Product covered by a Trademark on a country-by-country basis, if following the Patent Rights expire prior first calendar quarter in which the commercial sale in such country of [ * ], approved for a Licensed Indication by the applicable Regulatory Authorities, occurs in such country in the Territory. (d) If (i) Jazz Pharmaceuticals licenses a product containing the API in the Territory to a Third Party for one or more Indications other than the end Licensed Indications pursuant to Section 2.3(b), and (ii) such product containing the API licensed in the Territory to such Third Party by Jazz Pharmaceuticals is being used [ * ] and [ * ] percent ([ * ]%) of UCB’s sales of the Royalty TermProduct in a country in the Territory, or if it is not covered by and (iii) UCB can demonstrate that [ * ] result in a Valid Claim [ * ] in such countrycountries in the Territory and/or a [ * ] in any countries in the Territory, then [ * ], the royalty rates above due to MSK after expiration of rate in such affected countries in the Patent Rights Territory for the Product covered by such Licensed Indication shall be reduced [ * ] percent ([ * ]%), in such affected countries, to appropriately compensate UCB for such [ * ]. As part of its demonstration of such [ * ], UCB shall obtain at its expense, and furnish to Jazz Pharmaceuticals, a report compiled by [****a recognized market research company having substantial expertise in the pharmaceutical industry, which sets forth both the [ * ] or sets forth other relevant information demonstrating that [ * ]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (v) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE 3.1 Anadys will pay a royalty to Licensors based on Net Sales of all Products, computed on a country by country basis, as follows. The royalty shall pay MSK a be [...****...] royalty on cumulative Net Sales up to percent ([...***...]%) of the Net Sales for those Products containing a Compound, and shall be [...***...] percent ([...***...]%) of the Net Sales for those Products containing a Prodrug or Metabolite. Only a single royalty shall be paid on sales of Product no matter how many patents licensed under the Intellectual Property Rights contain claims encompassing Product. In any event, the royalty payments due for each ***CONFIDENTIAL TREATMENT REQUESTED 6 of 23 Product in each country shall terminate upon the expiration of the last patent within the Intellectual Property Rights in that country having a claim reading on the Product. 3.2 Royalties shall be remitted to Ribapharm quarterly, no later than sixty (60) days following the end of each calendar quarter, and shall be calculated according to then-applicable United States Generally Accepted Accounting Standards ("GAAP"). 3.3 Anadys shall pay a minimum annual royalty (a "Minimum Annual Royalty") of [...***...] United States Dollars (US $[...***...]) for calendar year [...***...], [...****...] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of United States Dollars (US $[...****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over ...]) for calendar year 2007, and [...****...] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. United States Dollars (US $[...****...] (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by for each calendar year thereafter through [...****...]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services 3.3.1 The Minimum Annual Royalty shall be reduced by [****]due and payable in advance, provided that this reduction shall not apply if a reduction is taken under on or before the first day of December of the preceding year, (i) immediately abovethe "Due Date"), and will be credited as an advance payment of royalties which may accrue during the applicable calendar year. (iii) If LICENSEE develops Other Products3.3.2 In no event shall a Minimum Annual Royalty payment be carried over as a pre-payment of royalties for any subsequent year, the nor shall any minimum royalty rates above due for such Other Products shall payment be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately aboverefunded in whole or in part. (iv) 3.3.3 In the event that LICENSEE or Sublicensees Anadys fail to make any minimum annual royalty within ninety (90) days following any Due Date, all of the Granted Rights shall automatically revert back to Licensors. Any such result is subject to the cure provision of subsection 6.3. 3.4 All applicable taxes relating to the sale of Products are legally required to obtain any additional licenses from one or more third parties in order to makethe responsibility of Anadys, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Servicesits sublicensee, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (v) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Yearassignees, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall not be nonrefundable but fully creditable charged to or against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully appliedLicensors. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE shall pay MSK a to UNIVERSITY the following running royalties (“UNIVERSITY ROYALTIES”), to be paid within sixty (60) calendar days after the end of the calendar quarter in which NET SALES accumulated, subject, if appropriate, to the adjustment described below in this Article 5.1(d): (i) four percent (4%) of cumulative NET SALES of less than [****] royalty on cumulative Net Sales up to Dollars ($[****], ); and (ii) two percent (2%) of cumulative NET SALES greater than [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of Dollars ($[****]). CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basisINDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. [****] (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (v) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issuedTHE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (vi) No multiple or cumulative royalties shall be payable because any Licensed Product LICENSED PRODUCT or Licensed Serviceany service utilizing LICENSED PROCESS, its manufacture, use, lease, lease or sale or provision is are or shall be covered by more than one patent application or patent of the Licensed Rights granted under PATENT RIGHTS. If in any given year LICENSEE has additional third party royalties due on any LICENSED PRODUCT and/or any service utilizing LICENSED PROCESSES in the LICENSED FIELD, the UNIVERSITY ROYALTIES described in this Agreement. Notwithstanding Article 5.1(d) shall be decreased by the reductions and deductions providedamount of such third party royalties, but in no event shall the royalty rate UNIVERSITY ROYALTIES payable in any given year be decreased by more than fifty percent (50%). For clarity, and in accordance with the definition of NET SALES, LICENSEE shall pay UNIVERSITY royalties on tiered Net Sales be less than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-YearNET SALES of LICENSED PRODUCTS of any sublicensee of LICENSEE from sales of LICENSED PRODUCTS or any service utilizing a LICENSED PROCESS by such sublicensee.

Royalty. LICENSEE In addition to the Base Supply Price, RELIANT shall pay MSK to PRONOVA for the supply of the API (including any API supplied by a Third Party Manufacturer under [****] ]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Section 5.12(c) or 5.12(d)) for the Product and each Additional Product as a contingent supply price in the form of a royalty on cumulative Net Sales up to [****]fee. The royalty fee shall be as follows: (i) in respect of the license of the Patents hereunder, [****] royalty on cumulative Net Sales until midnight of Licensed Products or Licensed Services in excess the day of expiration of the last to expire of the Patents; and (ii) [****] The royalty fees for each Additional Product, based on cumulative the Net Sales of Licensed Products or Licensed Services of over for each such Additional Product, are set out in Schedule 7.2. The royalty fees for each Additional Product shall be based [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. in respect of the license of Patents applicable thereto and [****] (i) On ] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA on a countrysemi-by-country annual basis, if so that the Patent Rights expire prior to fee for the first six (6) months of each Commercialization Year is payable thirty (30) days after the end of this period, and the Royalty Termfee for the last six (6) months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, or if it is not covered by a Valid Claim in such countryan external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the royalty rates above due Net Sales. PRONOVA shall have the right to MSK after expiration appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of the Patent Rights shall be reduced by [****]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties account of RELIANT in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, determine whether Reliant has properly reported and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] of such third-party payments against accounted for any royalty payments that are due to MSK PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the same Contract Half-Year. (v) Annual minimum royalty payments, term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due at each anniversary of the Effective Date, starting ten (10) years after the Effective DatePRONOVA, in the amount aggregate, exceeds the greater of fourty thousand dollars ($40,000a) per Royalty YearUSD 50,000 and (b) seven and one-half percent (7.5%) of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments PRONOVA shall be nonrefundable but fully creditable against entitled to perform audits twice during the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully appliednext succeeding calendar year. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. In partial consideration for the grant of licenses in this Agreement to LICENSEE and during the term of this Agreement, LICENSEE agrees to pay the following as running royalties, which shall pay MSK a [****] royalty not be returnable in any event, to LICENSOR on cumulative Net Sales up to [****], [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. [****] (i) On a country-by-country basis: (i) If LICENSEE does have to conduct Clinical Trials to obtain FDA approval of the first LICENSEE-sponsored NDA for Licensed Product, if the Patent Rights expire prior then LICENSEE shall pay to LICENSOR within forty-five (45) days of the end of each Calendar Quarter in an amount equal to twenty-five percent (25%) of: (a) any non-recurring sublicense fees (including, but not limited to, signing, up-front, and lump-sum fees) and annual license maintenance fees, if any, received from any Affiliate or Third Party for the Royalty Termright to practice the Licensed Process(es) or make, use, sell, or if it is not covered import Licensed Product(s); and (b) all royalties received by a Valid Claim in such country, LICENSEE from the royalty rates above due to MSK after expiration sale of the Patent Rights shall be reduced Licensed Product(s) by [****]any sublicensed Third Party. (ii) If LICENSEE does not have to conduct any Clinical Trials prior to FDA approval of the first LICENSEE-sponsored NDA for Licensed Product, then LICENSEE shall pay to LICENSOR within forty-five (45) days of the end of each Calendar Quarter in an amount equal to thirty-three percent (33%) of: (a) any non-recurring sublicense fees (including, but not limited to, signing, up-front, and lump-sum fees) and annual license maintenance fees, if any, received from any Affiliate or Third Party for the right to practice the Licensed Products Process(es) or make, use, sell, or import Licensed Services are not Product(s); and were never covered (b) all royalties received by a Valid Claim, LICENSEE from the royalty rates above due for such sale of Licensed Products or Licensed Services shall be reduced Product(s) by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above.any sublicensed Third Party, (iii) If LICENSEE develops Other Productsdoes have to conduct Clinical Trials to obtain FDA approval of the first LICENSEE-sponsored NDA for Licensed Product, then LICENSEE shall pay LICENSOR within forty-five (45) days from the royalty rates above due for such Other end of each Calendar Quarter six percent (6%) of all Net Sales of Licensed Products shall be reduced by [****], provided that this reduction shall not apply if LICENSEE or a reduction is taken under (i) immediately abovesublicensed Affiliate. (iv) In If LICENSEE does not have to conduct any Clinical Trials prior to FDA approval of the event that first LICENSEE-sponsored NDA for Licensed Product, then LICENSEE shall pay LICENSOR within forty-five (45) days from the end of each Calendar Quarter eight percent (8%) of all Net Sales of Licensed Products by LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Yearsublicensed Affiliate. (v) Annual minimum The royalty paymentsrates in (i), due at each anniversary (ii), (iii) and (iv) above shall be reduced by fifty percent (50%) in any country where a competitor is selling any oral formulation of the Effective Date, starting ten (10Licensed Product(s) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully appliedfor any indication. (vi) No multiple royalties royalty shall accrue on sales among LICENSEE, its sublicensed Affiliates or sublicensed Third Parties. Royalties shall only accrue on sales by LICENSEE, its sublicensed Affiliates or sublicensed Third Parties to parties other than LICENSEE, its sublicensed Affiliates or sublicensed Third Parties and shall be payable because only once for any given unit of Licensed Product sold. (vii) To the extent that LICENSEE or Licensed Serviceany Affiliate of LICENSEE is required, its manufactureby order or judgment of any court, useto obtain in any country any license from a Third Party in order to practice the rights purported to be granted hereunder to LICENSEE by LICENSOR under the Third Party’s issued patents in such country, lease, sale or provision is or shall be covered by more than one then fifty percent (50%) of the Licensed Rights granted royalties payable under this Agreement. Notwithstanding the reductions and deductions providedsuch license in such jurisdiction may be deducted from royalties otherwise payable to LICENSOR hereunder, provided that in no event shall the royalty rate on tiered Net Sales aggregate royalties payable to LICENSOR in any Calendar Quarter in such country be less reduced by more than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-Yearfifty per cent (50%) as a result of any such deduction.

Royalty. LICENSEE shall pay MSK a [****] royalty In partial consideration for the license and rights granted to Aura under this Agreement, Aura shall, on cumulative Net Sales up to [****], [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. [****] (i) On a country-by-country basis, if during the Patent Rights expire prior Term pay LI-COR the following royalty (“Royalty”) on Net Sales. The Royalties due shall be calculated on an incremental basis and paid annually. [***]. [***] [ ***]% [***] [ ***]% [***] [ ***]% [***] [ ***]% (a) If the Royalty due for any calendar quarter is less than the Minimum Royalty applicable for such calendar quarter and the total amount of Royalty paid for each of the calendar quarters in the same calendar year as such calendar quarter is less than the total Minimum Royalty due in the aggregate for such calendar quarters, Aura shall pay LI-COR the Royalty plus the difference between the Minimum Royalty and the Royalty for such calendar quarter, to be trued up at the end of each calendar year. (b) All such payments must be made quarterly, in accordance with Section 4.1 (b) and this Article 3. In order to ensure LI-COR the full royalty payments contemplated hereunder, Aura agrees that in the event any Licensed Product is sold to an Affiliate or a Sublicensee or to a corporation, firm, or association with which Aura has any agreement, understanding, or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances), the royalties to be paid hereunder for such Licensed Product will be based upon the greater of (x) the net selling price (per Net Sales) at which the purchaser of the Licensed Product resells such product to the end user; (y) the fair market value of the Royalty TermLicensed Product; or (z) the net selling price (per Net Sales) of Licensed Product paid by the purchaser. (c) In the event that, or if it on a country-by-country basis, the Licensed Product is not covered by a Valid Claim in a country and there is a Generic Product in such country, then the royalty rates above Royalty on Net Sales of Licensed Product in such country due to MSK after expiration of the Patent Rights LI-COR shall be reduced by [****]% for the remainder of the Term. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (ivd) In the event that LICENSEE Aura receives a communication from a Third Party alleging infringement of or Sublicensees are legally notification of such Third Party’s patent rights as they relate to the research, development, manufacture, or use of IRDye 700DX, Aura shall notify LI-COR of such communication, and Aura shall take into consideration LI-COR’s comments regarding such communication. In the event that Aura is required to obtain any additional licenses from one or more third parties pay Third Party Royalties in order to makelicense rights to the IRDye 700DX, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE then Aura may offset a total of deduct [****] ]of the Third Party Royalties paid by Aura in such third-party payments against any royalty payments that are calendar quarter from the Royalty due to MSK in the same Contract HalfLI-Year. (v) Annual minimum royalty paymentsCOR for such calendar quarter, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, provided that in no event shall the royalty rate on tiered Net Sales Royalty due to LI- COR be less reduced by more than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE shall pay MSK a to UNIVERSITY the following running royalties (“UNIVERSITY ROYALTIES”), to be paid within sixty (60) calendar days after the end of the calendar quarter in which NET SALES accumulated, subject, if appropriate, to the adjustment described below in this Article 5.1(d): (i) four percent (4%) of cumulative NET SALES of less than [****] royalty on cumulative Net Sales up to Dollars ($[****], ); and (ii) two percent (2%) of cumulative NET SALES greater than [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of Dollars ($[****]). CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basisINDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. [****] (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (v) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issuedTHE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (vi) No multiple or cumulative royalties shall be payable because any Licensed Product LICENSED PRODUCT or Licensed Serviceany service utilizing LICENSED PROCESS, its manufacture, use, lease, lease or sale or provision is are or shall be covered by more than one patent application or patent of the Licensed Rights granted under PATENT RIGHTS. If in any given year LICENSEE has additional third party royalties due on any LICENSED PRODUCT and/or any service utilizing LICENSED PROCESSES in the LICENSED FIELD, the UNIVERSITY ROYALTIES described in this Agreement. Notwithstanding Article 5.1(d) shall be decreased by the reductions and deductions providedamount of such third party royalties, but in no event shall the royalty rate on tiered Net Sales UNIVERSITY ROYALTIES payable in any given year be less decreased by more than [****] percent ([****]%). For clarity, respectively. Royalties and in accordance with the definition of NET SALES, LICENSEE shall be payable twice each year, once for each Contract Half-Yearpay UNIVERSITY royalties on NET SALES of LICENSED PRODUCTS of any sublicensee of LICENSEE from sales of LICENSED PRODUCTS or any service utilizing a LICENSED PROCESS by such sublicensee.

Royalty. LICENSEE shall pay MSK a [****] royalty on cumulative Net Sales up to [****], [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. [****] (ia) On a country-by-country basis, if As partial consideration for the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken license granted under (i) immediately above. (iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third partiesSection 2, LICENSEE may offset a total agrees to pay an initial license fee of [****[ * ] at the execution of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (v) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions foregoing, LICENSOR understands and deductions providedacknowledges that this [ * ] payment was made by LICENSEE to AXONN ON LICENSOR's behalf under the AXONN-DAC AGREEMENT and that upon the Effective Date of this Agreement, AXONN shall pay LICENSOR such [ * ] in no event fulfillment of such obligation. (b) As compensation for the license, as provided under Section 2(a) and Section 2(b), LICENSEE agrees to pay [ * ]. The [ * ] fee shall be paid over eighteen (18) months in eighteen (18) equal payments effective April 1, 1994, with all payments in arrears paid on the Effective Date, and all subsequent payments due on the same day of the subsequent months until the full amount is paid. [ * ] compound interest shall be charged on the unpaid balance beginning upon the Effective Date. LICENSEE may prepay the upfront license fee which remains due at any time without penalty. (c) As additional consideration for the licenses granted herein, LICENSEE shall pay a royalty rate on tiered each Product Sold, leased or otherwise disposed of by it under the rights granted under the license set forth in Section 2 above. Such royalty shall be calculated to be the lower of either: * Certain information on this page has been omitted and filed separately with the Commission. Confidential Treatment has been requested with respect to the omitted portions. (i) the royalties set forth in the chart below based upon (x) what kind of device the PRODUCT is and (y) the primary environment for which such PRODUCT is deployed: PERSONAL/RESIDENTIAL MIXED COMMERCIAL/INDUSTRIAL -------------------- ----- --------------------- Transmitter: [ * ] [ * ] [ * ] Receiver: [ * ] [ * ] [ * ] Transceiver: [ * ] [ * ] [ * ] (ii) a royalty equal to [ * ] of Net Sales for PRODUCTS sold for use in the Personal/Residential, Mixed or Commercial/Industrial Markets respectively; provided that where a PRODUCT is not sold, but rather is leased or otherwise disposed of, the Net Sales for such PRODUCT shall be deemed to be LICENSEE's total cost for the complete manufacture and test of such PRODUCT plus [ * ]; provided that such royalty shall not be less than [****][ * ] of the rate for such Product type specified in the chart contained in paragraph (i) above. Whether a PRODUCT is best classified as used in a Personal/Residential environment, respectively. Royalties a Commercial/Industrial environment or may be used in both (a Mixed environment) shall be based upon the viewpoint of a neutral third party familiar with the wireless communications industry; provided that the parties agree that for purposes of this Agreement, Commercial/Industrial PRODUCTS shall include, but shall not be limited to a Product sold for use in the non-residential market under the UL 268/864 Underwriters * Certain information on this page has been omitted and filed separately with the Commission. Confidential Treatment has been requested with respect to the omitted portions. Laboratories or equivalent non-residential use listed system, and Mixed PRODUCTS shall include long range transmitters and transceivers incorporated into an alarm system located at or in a protected premises which signal a central alarm station located at a site outside the premises. Where the parties are unable to agree as to the proper classification of a PRODUCT, such dispute in itself shall not be deemed a breach of this Agreement, but rather the question of which category such PRODUCT properly falls in shall be determined according to the following procedure. For any dispute as to proper classification of a Product, the parties shall first attempt to negotiate in good faith a written resolution of such dispute for a period not to exceed thirty (30) days from the date of receipt of a party's request for such negotiation. Such negotiations shall be conducted by Chief Executive Officers of each party, or other senior officer appointed by the CEO who have authorization to resolve any such dispute. In the event the parties cannot negotiate a written resolution to such dispute during this thirty(30) day negotiation period, the parties shall then submit such dispute or claim to nonbinding mediation with Judicial Arbitration & Mediation Services ("JAMS") in Santa ▇▇▇▇▇ County, California. The mediation may be initiated by the written request of either party to the other party, shall commence within fifteen (15) days of receipt of such notice and shall be conducted in accordance with the standard mediation procedures established by JAMS, unless otherwise agreed by the parties. The mediation shall not exceed a period of thirty (30) days. Each party shall bear its own expenses in any such mediation; provided that the parties shall split the costs charged by JAMS. (d) Notwithstanding the foregoing, no ROYALTY shall be due on PRODUCTS provided to others as samples or demonstration units, used for Product development purposes, or returned to LICENSEE or its SUBLICENSEES for refund. ROYALTIES paid on PRODUCTS returned for refund shall be creditable against future ROYALTIES. (e) The parties understand and acknowledge that many PRODUCTS which LICENSEE may sell or lease under the rights granted under the AXONN-DAC AGREEMENT may also have uses in the FIRE/SECURITY MARKET and the parties wish to ensure that LICENSEE will not be obligated to pay ROYALTIES to both LICENSOR and AXONN upon the sale or lease of any single PRODUCT. Therefore, where a PRODUCT is sold or leased to a customer pursuant to the rights granted under the AXONN-DAC AGREEMENT for which LICENSEE has become obligated to pay a ROYALTY to AXONN under the AXONN-DAC AGREEMENT, and the customer may also use the PRODUCT in the FIRE/SECURITY MARKET, LICENSEE shall have no obligation to pay LICENSOR a ROYALTY under this Agreement so long as LICENSEE actually pays the ROYALTY due AXONN under the AXONN-DAC AGREEMENT. (f) A PRODUCT shall be deemed sold or leased at the time of first invoicing or, if not invoiced, at the time of first shipment, delivery or other transfer to other than LICENSEE, or when first actually put into use, including use by LICENSEE, whichever occurs first, excluding internal use by LICENSEE. For purposes of determining ROYALTIES, a lease shall be deemed a sale. (h) Should LICENSEE acquire the right under this Agreement to pursue infringers of LICENSOR'S INTELLECTUAL PROPERTY, if LICENSEE pursues an infringer to judgement, LICENSEE shall pay LICENSOR a royalty equal to [ * ] of the amount received by LICENSEE from any such infringer as damages for the infringement of LICENSOR'S INTELLECTUAL PROPERTY rights, less legal fees and other expenses incurred in pursuing such action. In no event will any damages awarded with respect to infringement of any of LICENSEE'S intellectual property be included in the calculation of royalties due under this subparagraph 3(h). (g) During the term of this Agreement, LICENSEE shall deliver to LICENSOR, within forty-five (45) days after the end of each calendar quarter, a ROYALTY report indicating the NET SALES from the sale of PRODUCTS in the preceding calendar quarter and the computation of the ROYALTY due and payable twice each yearthereon. Each ROYALTY report shall be accompanied by the payment of the corresponding ROYALTIES due LICENSOR, once for each Contract Half-Yearless any taxes or other charges withheld. Overdue payments hereunder shall be subject to a late payment charge calculated at an annual prime rate (as quoted by Citibank, N.A., New York, U.S.A.), plus two (2) percentage points during delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum.

Royalty. LICENSEE 6.1 In consideration of the rights and Sublicense granted hereunder by Xenon to AMT, AMT shall pay MSK to Xenon during the Term a [****] royalty on cumulative Net Sales, as follows: (a) [†]% ([†] percent) on Net Sales up to made in any country where a Xenon Licensed Technology or Licensed Product is covered by a valid patent claim; and (b) [****], †]% ([****†] royalty percent) on cumulative Net Sales of made in any country where a Xenon Licensed Products Technology or Licensed Services in excess of [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. [****] (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim valid patent claim. 6.2 In the event AMT shall grant (sub)licenses for the Xenon Licensed Technology or Licensed Products to any third parties and provided that such Xenon Licensed Technology or Licensed Products are subject to protection by a valid patent claim, AMT shall make the following payments to Xenon: (a) [†]% ([†] percent) of all royalties received from any such (sub)licensee on the sales of Xenon Licensed Technology and Licensed Products by such (sub)licensee; or [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (b) [†]% ([†] percent) of all royalties received from any such (sub)licensee on the sales of Xenon Licensed Technology and Licensed Products by such (sub)licensee, in such countrythe event Xenon has played a significant role in initiating and facilitating a definitive partnership between AMT and a pharmaceutical company, as referred to in Section 5.7. 6.3 In the royalty rates above due event AMT will be obliged to MSK after expiration pay stacking royalties to independent third parties for the obtaining of one or more licenses to use technologies which are essential to legally market and/or sell the Patent Rights shall be reduced by Licensed Products, [****†]. (ii) If 6.4 Within [†] days following the Licensed Products or Licensed Services are not end of each calendar quarter during the Term and were never covered by a Valid Claim, within [†] days following the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (v) Annual minimum royalty payments, due at each anniversary end of the Effective Datecalendar quarter in which the Term will expire, starting ten (10) years after AMT shall send to Xenon a written report showing the Effective Datetotal amount of Net Sales, in specified per Xenon Licensed Technology and Licensed Product and per country, during the preceding calendar quarter and the amount of fourty thousand dollars royalties and other compensation or consideration received from its ($40,000) per Royalty Yearsub)licensees, Affiliates or other third parties related to the Xenon Licensed Technology and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully appliedProducts. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE A. In further consideration for the licensed rights granted herein, the parties agree that Licensee shall pay MSK a make the following royalty payments to Licensor for Licensee’s use of the Licensed Marks. In each case, the royalty for any period shall be calculated based on Gross Revenue (as defined below) from sales made by Licensee or its affiliates during such period of Licensed Goods that Licensee brands [****] royalty on cumulative Net Sales up Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. with one or more of the Licensed Marks: (i) [****], % of Gross Revenue during the calendar [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of ]; (ii) [****] royalty on cumulative Net Sales ]% of Licensed Products or Licensed Services of over Gross Revenue in the calendar [***]; (iii) [***]% of Gross Revenue in the calendar [***]; (iv) [***]% of Gross Revenue in the calendar [***]; (v) [***]% of Gross Revenue in the calendar [***] through the term of the Agreement. As used herein, Gross Revenue means the gross sales price of Licensed Goods invoiced by Licensee or its affiliates to the purchasers of such of Licensed Goods, less the following amounts to the extent appropriately documented and actually paid out by Licensee or credited against the amounts received by Licensee in connection therewith: (1) royalties required to be paid by Licensee to unaffiliated third parties in connection with intellectual property rights in the subject Licensed Goods licensed by Licensee pursuant to a written license agreement between Licensee and such unaffiliated third party; (2) industry standard discounts, rebates and deductions actually given to customers (including group purchasing organizations) based on volumes and/or revenues commercialized, or any other deductions or the like allowed to wholesalers or distributors or to other customers for quantity purchases, prompt payments or other industry standard special conditions; (3) credits, allowances or refunds actually allowed or taken, not exceeding the original invoice amount, for returned or deficient goods or services, in each case only to the extent reasonable and standard in the industry; (4) transportation expenses, including any and all carriage or insurance charges, packaging, freight, and costs of delivery, to the extent separately identified on the applicable invoice and actually paid by the purchaser; and (5) sales and use taxes and other fees or taxes imposed by any government or governmental agency, including, but not limited to any import, export or customs duties but excluding any taxes on the income of Licensee, in each case to the extent separately identified on the applicable invoice and actually paid by the purchaser. For purposes of calculating royalties due hereunder, sales will be deemed to have been made on the date of invoice.. B. Royalties shall be due and payable on a quarterly basis within forty-five (45) days after the last day of each calendar quarter, based on the Gross Revenue for Licensed ProductGoods invoiced by Licensee during the applicable period. With each royalty payment, the Licensee shall deliver to the Licensor a full, accurate and detailed written accounting showing the sales (by customer) on which the royalty payment for the subject period was based, and such other information as Licensee may reasonably require to calculate or verify the amount of royalties due to it hereunder. C. The Licensee shall maintain complete and accurate books and records with respect to all sales for which royalties are due hereunder in sufficient detail to enable the Licensor to compute and verify such royalties. The Licensor or its representative or agent shall have the right, at Licensor’s own expense but no more than once during any twelve-bymonth period, to examine and copy, upon not less than three (3) business days prior written notice and during normal business hours, such books and records for the purpose of verifying Licensee’s compliance with the provisions of this Section. In the event that any such audit reveals that Licensee failed to pay any amount due hereunder, Licensee shall promptly pay Licensor the full amount of such shortfall. If such audit reveals an underpayment by Licensee of more than [***] for the period under audit, Licensee will also reimburse Licensor for the reasonable out-Licensed Product or Licensed Serviceof-by-Licensed Service basispocket costs of such audit. [****]] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. D. Notwithstanding the foregoing, Licensee may terminate its obligation to pay royalties pursuant to this Section 6 if Licensor breaches in any material respect its obligations under Section 1B above and fails to remedy such material breach within thirty (i30) On a country-by-country basis, if days after written notice thereof from the Patent Rights expire prior to Licensee describing in reasonable detail the end nature of the Royalty Termalleged breach, or if it which termination will be effective upon Licensee’s giving written notice thereof after said thirty (30) day cure period while such breach is continuing. For avoidance of doubt, Licensee’s termination of its obligation to pay royalties pursuant to this paragraph will not covered by operate as a Valid Claim in such country, the royalty rates above due termination of Licensee’s license to MSK after expiration of the Patent Rights shall be reduced by [****]. (ii) If use the Licensed Products Marks hereunder or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total other provision of [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (v) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE shall (i) In addition to the Section 4A license fee, Licensee will pay MSK to ▇▇▇▇, as “earned royalties,” a royalty calculated as a percentage of the Selling Price of Products in accordance with the terms of this Agreement. The royalty is deemed earned as of the earliest of the date the Product is actually sold, leased or otherwise transferred, actually performed, for consideration, the date an invoice is sent by Licensee or its sublicensee(s), or the date a Product is transferred to a third party for any promotional reasons. With respect to Products sold by Licensee (or a third party (see definition of Selling Price)), the royalty rate will remain fixed while this Agreement is in effect and will be [****] royalty on cumulative Net Sales up to percent ([****], %) of the Selling Price of Research Products and [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of percent ([****] royalty on cumulative Net Sales ]%) of Licensed the Selling Price of all Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. [****]other than Research Products. (iii) On If Licensee is required to make payments to a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it third party (who is not covered by an Affiliate) for a Valid Claim license or similar right to such third party’s patents, in such countrythe absence of which right or license Licensee could not legally make, use or sell Products, then the royalty rates above due to MSK after expiration of the Patent Rights shall payable under this Section 4B will be reduced by [****]. ] percent (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i%) immediately above. (iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by each additional [****], provided that this reduction shall not apply if a reduction is taken under ] percent (i) immediately above. (iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] ]%) of royalties payable to such third-party payments against any royalty payments third parties on that are due to MSK in the same Contract Half-Year. (v) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions Product; provided, in no event shall however, that the adjusted royalty rate on tiered Net Sales to ▇▇▇▇ will be no less than [***] percent ([***]%) of the applicable royalty rate payable to ▇▇▇▇ under Section 4B of this Agreement for such Products, respectivelyeven in cases where Section 4B(iii) below also applies. (iii) In the event that the sale, lease, or other transfer by Licensee of Products under this Agreement also requires payment to ▇▇▇▇ of royalties under any other agreement between ▇▇▇▇ and Licensee, the cumulative earned royalties owed to ▇▇▇▇ for that Product under all such agreements will not exceed the single highest royalty as set forth in those agreements. Royalties shall Licensee will pay to ▇▇▇▇ royalties under all such agreements individually and on a pro rata basis. (For example, if Licensee owes to ▇▇▇▇ a [***] percent ([***]%) earned royalty under this Agreement and a [***] percent ([***]%) earned royalty under a separate agreement, the cumulative royalties owed to ▇▇▇▇ will be payable twice [***] percent ([***]%) but will be paid proportionately under each year, once for each Contract Half-Yearagreement in payments of [***]percent ([***]%) under this Agreement and [***]percent ([***]%) on the other.)

Royalty. LICENSEE 6.1 In consideration of the rights and Sublicense granted hereunder by Xenon to AMT, AMT shall pay MSK to Xenon during the Term a royalty on Net Sales, as follows: (a) [**]% ([**] royalty percent) on cumulative Net Sales up to made in any country where a Xenon Licensed Technology or Licensed Product is covered by a valid patent claim; and (b) [****], % ([****] royalty percent) on cumulative Net Sales of made in any country where a Xenon Licensed Products Technology or Licensed Services in excess of [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. [****] (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in valid patent claim. 6.2 In the event AMT shall grant (sub)licenses for the Xenon Licensed Technology or Licensed Products to any third parties and provided that such countryXenon Licensed Technology or Licensed Products are subject to protection by a valid patent claim, AMT shall make the royalty rates above due following payments to MSK after expiration of the Patent Rights shall be reduced by Xenon: (a) [**]% ([**] percent) of all royalties received from any such (sub)licensee on the sales of Xenon Licensed Technology and Licensed Products by such (sub)licensee; or (b) [**]% ([**] percent) of all royalties received from any such (sub)licensee on the sales of Xenon Licensed Technology and Licensed Products by such (sub)licensee, in the event Xenon has played a significant role in initiating and facilitating a definitive partnership between AMT and a pharmaceutical company, as referred to in Section 5.7. 6.3 In the event AMT will be obliged to pay stacking royalties to independent third parties for the obtaining of one or more licenses to use technologies which are essential to legally market and/or sell the Licensed Products, [**]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by 6.4 Within [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) If LICENSEE develops Other Products, ] days following the royalty rates above due for such Other Products shall be reduced by end of each calendar quarter during the Term and within [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In ] days following the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (v) Annual minimum royalty payments, due at each anniversary end of the Effective Datecalendar quarter in which the Term will expire, starting ten (10) years after AMT shall send to Xenon a written report showing the Effective Datetotal amount of Net Sales, in specified per Xenon Licensed Technology and Licensed Product and per country, during the preceding calendar quarter and the amount of fourty thousand dollars royalties and other compensation or consideration received from its ($40,000) per Royalty Yearsub)licensees, Affiliates or other third parties related to the Xenon Licensed Technology and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully appliedProducts. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE A. In further consideration for the licensed rights granted herein, the parties agree that Licensee shall pay MSK a make the following royalty payments to Licensor for Licensee’s use of the Licensed Marks. In each case, the royalty for any period shall be calculated based on Gross Revenue (as defined below) from sales made by Licensee or its affiliates during such period of Licensed Goods that Licensee brands [****] royalty on cumulative Net Sales up Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. with one or more of the Licensed Marks: (i) [****], % of Gross Revenue during the calendar years 2011 through 2015; (ii) [****] royalty on cumulative Net Sales ]% of Licensed Products or Licensed Services Gross Revenue in excess of the calendar year 2016; (iii) [****] royalty on cumulative Net Sales ]% of Licensed Products or Licensed Services of over Gross Revenue in the calendar year 2017; (iv) [***]% of Gross Revenue in the calendar year 2018; (v) [*] **]% of Gross Revenue in the calendar year 2019 through the term of the Agreement. As used herein, Gross Revenue means the gross sales price of Licensed Goods invoiced by Licensee or its affiliates to the purchasers of such of Licensed Goods, less the following amounts to the extent appropriately documented and actually paid out by Licensee or credited against the amounts received by Licensee in connection therewith: (1) royalties required to be paid by Licensee to unaffiliated third parties in connection with intellectual property rights in the subject Licensed Goods licensed by Licensee pursuant to a written license agreement between Licensee and such unaffiliated third party; (2) industry standard discounts, rebates and deductions actually given to customers (including group purchasing organizations) based on volumes and/or revenues commercialized, or any other deductions or the like allowed to wholesalers or distributors or to other customers for quantity purchases, prompt payments or other industry standard special conditions; (3) credits, allowances or refunds actually allowed or taken, not exceeding the original invoice amount, for returned or deficient goods or services, in each case only to the extent reasonable and standard in the industry; (4) transportation expenses, including any and all carriage or insurance charges, packaging, freight, and costs of delivery, to the extent separately identified on the applicable invoice and actually paid by the purchaser; and (5) sales and use taxes and other fees or taxes imposed by any government or governmental agency, including, but not limited to any import, export or customs duties but excluding any taxes on the income of Licensee, in each case to the extent separately identified on the applicable invoice and actually paid by the purchaser. For purposes of calculating royalties due hereunder, sales will be deemed to have been made on the date of invoice.. B. Royalties shall be due and payable on a quarterly basis within forty-five (45) days after the last day of each calendar quarter, based on the Gross Revenue for Licensed ProductGoods invoiced by Licensee during the applicable period. With each royalty payment, the Licensee shall deliver to the Licensor a full, accurate and detailed written accounting showing the sales (by customer) on which the royalty payment for the subject period was based, and such other information as Licensee may reasonably require to calculate or verify the amount of royalties due to it hereunder. C. The Licensee shall maintain complete and accurate books and records with respect to all sales for which royalties are due hereunder in sufficient detail to enable the Licensor to compute and verify such royalties. The Licensor or its representative or agent shall have the right, at Licensor’s own expense but no more than once during any twelve-bymonth period, to examine and copy, upon not less than three (3) business days prior written notice and during normal business hours, such books and records for the purpose of verifying Licensee’s compliance with the provisions of this Section. In the event that any such audit reveals that Licensee failed to pay any amount due hereunder, Licensee shall promptly pay Licensor the full amount of such shortfall. If such audit reveals an underpayment by Licensee of more than, five percent (5%) for the period under audit, Licensee will also reimburse Licensor for the reasonable out-Licensed Product or Licensed Serviceof-by-Licensed Service basispocket costs of such audit. [****]] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. D. Notwithstanding the foregoing, Licensee may terminate its obligation to pay royalties pursuant to this Section 6 if Licensor breaches in any material respect its obligations under Section 1B above and fails to remedy such material breach within thirty (i30) On a country-by-country basis, if days after written notice thereof from the Patent Rights expire prior to Licensee describing in reasonable detail the end nature of the Royalty Termalleged breach, or if it which termination will be effective upon Licensee’s giving written notice thereof after said thirty (30) day cure period while such breach is continuing. For avoidance of doubt, Licensee’s termination of its obligation to pay royalties pursuant to this paragraph will not covered by operate as a Valid Claim in such country, the royalty rates above due termination of Licensee’s license to MSK after expiration of the Patent Rights shall be reduced by [****]. (ii) If use the Licensed Products Marks hereunder or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total other provision of [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (v) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE shall (a) Licensee agrees to transfer or pay MSK a [****] royalty on cumulative Net Sales up to [****]Licensor, [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services for granting the rights and licenses described in excess of [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. [****]Section 2 hereof: (i1) On a countryLicensee agrees to issue shares of common stock of Licensee (the "Common Stock") to Licensor, valued equally with the founders' shares, equal to twenty-bythree and one-country basishalf percent (23.5%) of the total shares or 235,000 shares of Licensee's Common Stock. Licensee agrees to grant piggyback registration rights in the Common Stock if and when Licensee makes an initial public offering of its securities. (2) A royalty which shall be computed as three percent (3%) of Licensee's gross revenues from sales of the Product and any Derivative Product licensed by Licensee from Licensor and services related to the Product and any Derivative Product licensed by Licensee from Licensor, if the Patent Rights expire prior to as such shall be computed in accordance with generally accepted accounting principles; and paid following the end of each quarterly Payment Period as set forth in Section 12 hereinbelow (the "Quarterly Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****]Payments"). (ii3) If Subject to events of Force Majeure, Licensee agrees to pay Licensor minimum Quarterly Royalty Payments that shall, in the Licensed Products aggregate, total not less than Two Hundred Fifty Thousand Dollars ($250,000) (the "Minimum Royalty") for the "Minimum Royalty Year". The Minimum Royalty Year is defined as the second year of a two-year period, with such two-year period commencing on the first day of any commercial sales of the Product or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately abovelicensed Derivative Product. (iiib) If LICENSEE develops Other Licensor agrees to transfer or pay to Licensee, for permitting Licensor to retain the rights and licenses to the Reserved Products described in Section 2 hereof: (1) A royalty which shall be computed as five percent (5%) of Licensor's gross revenues from sales of Reserved Products and services related to the Reserved Products, as set forth on Exhibit "D", which incorporate or utilize any of the royalty rates above due for Product, Derivative Product or TechnoLogy, as such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In computed in accordance with generally accepted accounting principles; and paid following the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total end of [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (v) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required quarterly Payment Period as set forth in Section 5.1(b) and may be carried forward until such credit is fully applied3.2 hereinbelow. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE shall 5.01 In consideration of the rights and licenses granted to Kissei validly hereunder, Kissei shall, in addition to the payments as per paragraph 4.01 hereof, pay MSK to Protox, commencing with the first commercial launch of the Product in the Territory, a royalty of [*…****…] royalty on cumulative Net Sales up to percent ([…****…], [%) of Net Sales in the Territory (the “Royalty Rate”) until the last to expire of all of the Valid Claims in the Territory or for a period of ten (10) years * ****] royalty on cumulative Net Sales Confidential Treatment Requested following the first commercial launch of Licensed Products the Product in the Territory, whichever is longer (the “Royalty Period”). Both parties agree that the Royalty Rate includes any and all royalties which Protox shall pay to Third Parties, UVIDC and The ▇▇▇▇▇ ▇▇▇▇▇▇▇ University for any rights licensed to Kissei hereunder. For the avoidance of doubt and subject to paragraph 5.05, in no event shall Kissei be obligated or Licensed Services required to pay any royalties, in excess addition to the Royalty Rate, to Third Parties, UVIDC and the ▇▇▇▇▇ ▇▇▇▇▇▇▇ University. The Royalty Rate shall be reduced upon occurrence of [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. [****]certain events as follows: (i) On a country-by-country basis, if the Patent Rights expire prior to the end After expiration of the Royalty Term, Period and provided that there is no further extension granted by virtue of Data Exclusivity for the Product or if it is not covered by a Valid Claim Combination Product(s) or Orphan Drug Designation in such countrythe Territory or generic product for the Product has been launched in the Territory, the royalty rates above due Royalty Rate which Kissei owes to MSK after expiration of Protox at the Patent Rights time shall be reduced by to [*…***…] percent ([…***…]%) of Net Sales in the Territory. For greater certainty and for the purposes of this paragraph 5.01, “generic product” shall mean a product which is chemically identical to the Product but is marketed using the chemical makeup of the product or under a trademark other than the Trademark for such Product. (ii) If After any generic product for the Licensed Products Product launches in the Territory and achieves a […***…]% or Licensed Services are not and were never covered by a Valid Claimgreater share of the Product market in […***…], the royalty rates above due for Royalty Rate which Kissei owes to Protox shall be reduced to […***…] percent ([…***…]%) of Net Sales in the Territory at such Licensed Products or Licensed Services time and thereafter. For the purposes of this Agreement, “market share” shall be determined by reference to written evidence of a reliable source. Protox and Kissei acknowledge that the Royalty Rate in this section was determined considering that Protox shall pay certain royalties to UVIDC and the ▇▇▇▇▇ ▇▇▇▇▇▇▇ University. Consequently and provided that the Royalty Rate has not been reduced pursuant to paragraph 5.05, in the case that Protox is no longer required to pay the royalties to UVIDC and the ▇▇▇▇▇ ▇▇▇▇▇▇▇ University, the Royalty Rate shall be reduced by [the amount equal to what Protox would have been obliged to pay UVIDC and the ▇▇▇▇▇ ▇▇▇▇▇▇▇ University, but for the expiry of such royalty obligations. * ****]Confidential Treatment Requested 5.02 Kissei shall keep, provided and shall cause its Affiliates and its Authorized Sublicensees to keep, true and correct accounting books relating to the royalty payable to Protox hereunder and shall deliver to Protox the royalty statements within thirty-five (35) days following the close of each calendar quarter during the term of this Agreement for said calendar quarter and shall at the same time pay to Protox the amount of such royalty shown to be due. Such amount shall be paid by US dollars, calculated from the exchange rate posted in The Wall Street Journal published on the last day of such calendar quarter. 5.03 Any income or other tax which Kissei is required to pay or withhold on behalf of Protox with respect to any payments payable to Protox hereunder shall be deducted from the amount of such payments otherwise due, provided, however, that in regard to any such deduction, Kissei shall give Protox such assistance as may reasonably be necessary to enable or assist Protox to claim exemption therefrom and shall, upon request, give Protox proper evidence from time to time as to the payment of the tax. 5.04 Protox shall have the right to have a public and neutral accounting firm of its own selection, except one to whom Kissei may have reasonable objection, and at its own expense, examine the relevant books and records of account of Kissei and its Authorized Sublicensees during reasonable business hours upon reasonable prior written notice to Kissei and not more often than once each calendar year, for not more than five (5) previous years, to determine whether appropriate accounting and payment have been made to Protox hereunder. Protox may exercise such right until the end of one (1) year after termination by Protox or expiration of this reduction Agreement. Said public accounting firm shall treat as confidential, and shall not apply if a reduction is taken under (i) immediately abovedisclose to Protox, any information other than information which shall be given to Protox pursuant to any provision of this Agreement. (iii) 5.05 If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [*…****…], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, ; and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of […****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (v) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, …]; and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than […****…], respectivelythen […***…] * ***Confidential Treatment Requested [*…***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] Kissei and Protox will cooperate and both participate in the negotiation of any license for which Kissei seeks the application of this paragraph 5.05. Royalties Neither party shall be payable twice each yearenter into any such license without the prior written consent of the other, once for each Contract Half-Yearacting reasonably.

Royalty. LICENSEE (a) In consideration of the entering into of this Agreement, Licensee, together with all Affiliates, shall pay MSK a [****] royalty on cumulative (the “Royalty Payment”) to UTIF of two and one-half percent (2.5%) of the Net Sales up made during the term of this Agreement. (b) If Licensee sub-licenses any rights under this Agreement to [****]a Third Party, [****] the Licensee shall pay UTIF a percentage of the upfront sub-license fees and any periodic milestone payments, sub-license maintenance fees, sub-license milestone payments and similar non-royalty payments made by sub-licensees to Licensee on cumulative Net Sales account of Licensed Products or Licensed Services in excess of [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Productsub-bylicenses pursuant to this Agreement (the “Upfront Sub-Licensed Product or Licensed ServiceLicense Fees”), if any such Upfront Sub-by-Licensed Service basis. [****]License Fees are paid to Licensee, equal to: (i) On a countryfifty percent (50%) of the Upfront Sub-by-country basisLicense Fees, if the Patent Rights expire prior to the end of the Royalty Termsub-license occurs on or before September 9, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****].2005; (ii) If twenty-five percent (25%) of the Licensed Products or Licensed Services are not and were never covered by a Valid ClaimUpfront Sub-License Fees, if the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****]sub-license occurs after September 9, provided that this reduction shall not apply if a reduction is taken under (i) immediately above.2005 but before September 9, 2006; or (iii) If LICENSEE develops Other Productsten percent (10%) of the Upfront Sub-License Fees, if the royalty rates above due for such Other Products shall be reduced by [****]sub-license occurs on or after September 9, provided that this reduction shall not apply if a reduction is taken under (i) immediately above2006. (ivc) In If Licensee sub-licenses any rights under this Agreement to a Third Party, the event that LICENSEE or Sublicensees are legally required Licensee, on behalf of such sub-licensee, shall pay UTIF a royalty equal to obtain any additional licenses from one or more third parties two and one-half percent (2.5%) of the Net Sales in order to make, have made, use, lease, offer to sell, sell and/or import respect of all sales of Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total made during the term of [****] of such thirdthis Agreement by the sub-party payments against any royalty payments that are due to MSK in licensee (the same Contract Half“Sub-YearLicense Royalty Payment”). (vd) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, The Upfront Sub-License Fees may include both cash and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and non-cash consideration as may be carried forward until such credit is fully appliedagreed upon between UTIF and Licensee. (vie) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision If Licensee obtains rights to another royalty bearing technology which is or shall be covered by more than one of included in the Licensed Rights granted under this Agreement. Notwithstanding Products and the reductions and deductions providedaggregate royalty payable on the Licensed Products by the Licensee to all parties is greater than five percent (5%) of Net Sales, in no event shall then Licensee may reduce the royalty rate on tiered payable to UTIF from two and one-half percent (2.5%) to one and one-half percent (1.5%) of Net Sales Sales. In no case will the royalty payable to UTIF be less than [****], respectively. Royalties shall be payable twice each year, once for each Contract Halfone and one-Yearhalf percent (1.5%) of Net Sales.

Royalty. LICENSEE shall In addition to the consideration specified in Section 1.5A, Z-KAT agrees to pay MSK to CCF as “earned royalties” a royalty calculated as follows on the sale of Products by Z-KAT or an authorized sublicense (except for sublicencees licensed pursuant to Section 1.11.D.) that (1) come within the scope of any unexpired and enforceable Licensed Patent, (2) are made by a process coming within the scope of any unexpired and enforceable Licensed Patent, or (3) [****] royalty on cumulative Net Sales up Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. but for the licenses granted herein, would constitute indirect or contributory infringement of any unexpired and enforceable Licensed Patent. Z-KAT Product Royalty Rate Kits [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of dollars (US$[****] royalty on cumulative Net Sales of Licensed Products ]) per kits or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. percent ([****] (i%) On a countryof revenue per kit received by Z-by-country basisKAT, if the Patent Rights expire prior to the end of the Royalty Term, or if it whichever is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by greater Products other than Kits [****]. ] percent (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****]%) of Net Selling Price, provided that this reduction shall not apply if a reduction or as mutually agreed in writing by the parties The royalty is taken under (i) immediately above. (iii) If LICENSEE develops Other Productsdeemed earned as of the earlier of the date the Product is actually sold, leased or otherwise transferred, the royalty rates above due date an invoice is sent by Z-KAT, or by a sublicensee of Z-KAT (except as sublicense pursuant to Section 1.11.D), for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In either the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, usesale, lease, offer or transfer of Products, or the date a Product is transferred to sella third party for any promotional reasons. The royalty shall apply to Products beginning on the Effective Date of this Master Agreement and continuing for the term of this Master Agreement. However, sell and/or import Licensed Products or provide Licensed Servicesnotwithstanding, and such license(s) require LICENSEE no earned royalty will be due on Kits distributed to make reasonable payments to one or more third partiesend-users at no charge for promotional purposes; provided, LICENSEE may offset a that total of [****] number of such third-party payments against Kits in any royalty payments that are due to MSK in the same Contract Half-Yeargiven year is a commercially reasonable number. (v) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****], respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.